-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkNzGzBJyN/If89Uji6ffTASbVFLvudu+Q4ffMlhCYhpn4JSR9T8VKA9doKPslCq cWB1reSf7dVn3sTL1KMQYA== 0000950117-03-003863.txt : 20030828 0000950117-03-003863.hdr.sgml : 20030828 20030828061836 ACCESSION NUMBER: 0000950117-03-003863 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030828 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUIDYNE CORP CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16283 FILM NUMBER: 03869632 BUSINESS ADDRESS: STREET 1: 11300 SORRENTO VALLEY ROAD #255 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-587-7777 MAIL ADDRESS: STREET 1: 11300 SORRENTO VALLEY RD #255 STREET 2: . CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ELECTROMEDICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 a36085.txt EQUIDYNE CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 28, 2003 Date of Report (Date of Earliest Event Reported) Equidyne Corporation (Exact name of registrant as specified in its charter) Delaware 0-9922 04-2608713 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 11300 Sorrento Valley Road, Suite 255, San Diego, California 92121 (Address of principal executive offices) (Zip Code) (858) 587-7777 Registrant's telephone number, including area code Not Applicable (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99 Press Release of Equidyne Corporation dated August 28, 2003 Item 9. Regulation FD Disclosure On August 28, 2003, Equidyne Corporation ("Equidyne") issued a press release announcing its financial results for the fiscal year ended July 31, 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The press release contains forward-looking statements regarding Equidyne and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated. The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or Exchange Act, regardless of any general incorporation language in such filing. Item 12. Results of Operations and Financial Condition. On August 28, 2003, Equidyne issued a press release announcing its financial results for the fiscal year ended July 31, 2003. A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein. The press release contains forward-looking statements regarding Equidyne and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated. The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, regardless of any general incorporation language in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date August 28, 2003 Equidyne Corporation By: /s/ Mark C. Myers ----------------------------------- Mark C. Myers President Index to Exhibits
Exhibit No. Description of document - -------------------------------------------------------------------------------- 99* Press Release of Equidyne Corporation dated August 28, 2003
* Filed herewith. EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99 EQUIDYNE CORPORATION REPORTS FY 2003 FINANCIAL RESULTS SAN DIEGO, Calif., August 28, 2003 (BW HealthWire) -- EQUIDYNE CORPORATION (AMEX:IJX) announced today that it had filed its Form 10-KSB/A with the U.S. Securities and Exchange Commission containing its audited financial results for the year ended July 31, 2003. The net loss for the year was $(3,327,000), or $(0.22) per share, compared to a net loss of $(9,478,000), or $(0.63) per share, for the year ended July 31, 2002, a decrease of 65%. Total operating expenses for the year were $4,465,000 compared to $13,886,000 in the prior year, a decline of over 67%. A substantial portion of the losses in both the current fiscal year and prior fiscal year was due to write-downs of assets in the Company's needle-free subsidiary that cumulatively resulted in asset impairment charges of $966,000 during the current fiscal year and $5,848,000 during the prior fiscal year. Equidyne reported consolidated total revenues for the fiscal year of $82,000, compared to $715,000 (including licensing revenues of $265,000) during the prior fiscal year ended July 31, 2002, a decline of nearly 82%. The Company had no licensing revenues during the fiscal year ended July 31, 2003. Commenting on the results, Equidyne's CEO, Marcus Rowan, stated, "During the past fiscal year, we enhanced Equidyne's technology portfolio available for licensing or other strategic transactions by completing targeted product development, obtained patent protection for the Low-Cost, Disposable Needle-Free Injector System, filed for patent protection of the Multi-Component Ampule technology in the U.S., and obtained 510(k) clearance from the Food and Drug Administration (FDA) to market the needle-free INJEX 30 System for insulin administration 'over the counter'. While accomplishing the foregoing, we were nonetheless able to reduce our operating expenses by over 56%, from $8,038,000 in fiscal 2002 to $3,499,000 this year, continuing our program of operating expense reduction." "However, creating a successful business model in the needle-free industry has remained extremely challenging with none of the public companies whose business is based on needle-free technology achieving profitability. Indeed, two of them, Weston Medical Group and Rosch AG Medizintechnik, filed for bankruptcy during fiscal 2003. Consequently, we are actively seeking to license, sell or consummate a strategic transaction involving the Company's needle-free technology through ongoing discussions and negotiations. As we have mentioned before, we are actively evaluating new business opportunities, investments and/or acquisitions, and strategic alternatives with the assistance of Cypress Associates LLC, Equidyne's independent financial advisor and investment banker, with a goal of enhancing stockholder value." Equidyne also reported that it had cash and short-term investments of $9.5 million and working capital of $12.4 million as of July 31, 2003. This compares to cash and working capital of $13.1 million and $14.5 million, respectively as of July 31, 2002. For further information, please see the Company's Form 10-KSB which is available over the internet at www.sec.gov or contact Jeffery Weinress, the Company's Chief Financial Officer, at 858-587-7777. EQUIDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
July 31 ----------------- 2003 2002 ----------------- (Thousands) Assets Cash, cash equivalents $ 9,517 $13,092 Deferred income taxes -- 1,902 Refundable income taxes 6,441 3,446 Other current assets 142 370 ----------------- Total current assets 16,100 18,829 Property and equipment, net 50 133 Deposits 5 46 Patents, net 490 1,612 ----------------- $16,645 $20,620 ================= Liabilities & Stockholders' Equity Total current liabilities $ 3,706 $ 4,354 Total stockholders' equity 12,939 16,266 ----------------- Total liabilities and stockholders' equity $16,645 $20,620 =================
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Year Ended July 31, July 31, ------------------ ------------------ 2003 2002 2003 2002 ------------------ ------------------ (Thousands, except per share amounts) Total Revenues $ 18 $ 21 $ 82 $ 715 Cost of goods sold 84 179 155 839 ------------------ ------------------ Gross profit (loss) (66) (158) (73) (124) Selling, general, and administrative expenses 861 1,119 3,226 7,504 Research and development 61 137 273 534 Inventory write-down -- -- -- 295 Asset impairment 966 42 966 5,402 Other restructure charges -- -- -- 151 ------------------ ------------------ Total operating expenses 1,888 1,298 4,465 13,886 ------------------ ------------------ Operating loss (1,954) (1,456) (4,538) (14,010) Other income (expenses): Interest, net 22 62 140 441 Gain (loss) on sale of property and equipment 18 (23) 8 (23) ------------------ ------------------ 40 39 148 418 ------------------ ------------------ Loss before income tax benefit (1,914) (1,417) (4,390) (13,592) Income tax benefit (325) (462) (1,063) (4,114) ------------------ ------------------ Net loss $(1,589) $ (955) $(3,327) $ (9,478) ================== ================== Net loss per common share, basic $ (0.11) $ (0.06) $ (0.22) $ (0.63) ================== ================== Net loss per common share, diluted $ (0.11) $ (0.06) $ (0.22) $ (0.63) ================== ==================
About the Company: Equidyne Corporation (www.equidyne.com), through Equidyne Systems, Inc., its wholly-owned subsidiary based in San Diego, California, is working to capitalize on its needle-free drug delivery systems for subcutaneous injections. The INJEX needle-free injector is a compact, uncomplicated device that delivers a virtually painless injection through the skin in a fraction of a second, and eliminates needle stick and disposal problems. The INJEX System is a comfortable, economical alternative to delivering medications using conventional needle injections. Certain statements contained herein and other written material and oral statements made from time to time by us do not relate strictly to historical or current facts. As such, they are considered 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995 that provide current expectations or forecasts of future events. Such statements are typically characterized by terminology such as "believe," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "strategy" and similar expressions. Our forward-looking statements generally relate to our ability to develop and execute our business plan, the prospects for future sales of our products, the success of our international marketing activities, the success of our strategic corporate relationships, the adoption and use of needle-free technology and the success of our diversification and strategic alternative initiatives. These statements are based upon assumptions and assessments made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors our management believes to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including the following: our ability to achieve profitable operations and to maintain sufficient cash to operate our business and meet our liquidity requirements; our ability to obtain financing, if required, on terms acceptable to us, if at all; the success of our research and development activities and our ability to obtain regulatory authorizations for developed products, if any; competitive developments affecting our current products; our ability to successfully identify and attract strategic partners and to market both new and existing products domestically and internationally; difficulties or delays in manufacturing; trends toward managed care and health care cost containment; exposure to product liability and other types of lawsuits and regulatory proceedings; our ability to protect our intellectual property both domestically and internationally; governmental laws and regulations affecting domestic and foreign operations; our ability to identify and complete diversification opportunities or strategic alternatives, including potential strategic acquisitions, a potential sale or merger, a potential sale or license of assets, including Equidyne's needle-free technology, and a potential liquidation; and the impact of acquisitions, divestitures, restructurings, product withdrawals and other unusual items, as well as other risks identified in our filings with the Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----